Terms of Service
These Terms of Service describe the legal terms that govern your access to and use of Cleartrailroad services, materials, and content, whether via our website, email, proposals, or in-person engagements. By contacting us, requesting a proposal, or accepting a written engagement, you agree to these terms. Where a separate written agreement is executed, that agreement prevails to the extent it expressly modifies these terms. Cleartrailroad provides professional advisory and operational services related to cash flow management, forecasting, and operational playbooks. Our work focuses on practical, measurable improvements in cash timing and runway, and we tailor scope and deliverables in proposals and statements of work to fit each client. We are not a lender, fiduciary in a legal sense, or a certified auditor; clients should retain appropriate licensed professionals for legal, tax, or auditing matters when required.
Scope of Services and Engagement
Cleartrailroad provides advisory and implementation services described in the applicable proposal, statement of work, or scope document. Each engagement will identify deliverables, schedule, fees, and any client obligations such as access to financial data or personnel. Clients agree to provide timely, accurate, and complete information reasonably requested to perform the work. We base recommendations on information available at the time; any projections or forecasts are estimates and not guarantees. Implementation of recommended operational changes is subject to client approval and execution. Services do not include legal, tax, or investment advice unless explicitly stated. If any regulatory, tax, or legal advice is needed we recommend consulting appropriate licensed professionals. Changes to scope will be handled through written change orders describing additional work and associated fees and timelines.
Fees, Billing, and Payment
Fees for services are set forth in signed proposals or statements of work. Unless otherwise stated, invoices are due within 30 days of issuance. For ongoing or embedded arrangements, we may invoice monthly in arrears for agreed services and expenses. Clients are responsible for all taxes, fees, or duties related to the engagement, excluding Cleartrailroad’s income taxes. If a client fails to pay timely, we may suspend work until outstanding amounts are settled, and we may charge interest on overdue amounts at a commercially reasonable rate consistent with applicable law. Refunds and cancellations are addressed in the specific engagement documents; for fixed-scope engagements any work performed before termination remains payable on a pro rata basis. Any third-party costs incurred on the client’s behalf will be invoiced with reasonable documentation when requested.
Confidentiality and Data Handling
We treat client information provided in connection with an engagement as confidential. Cleartrailroad will use reasonable administrative, technical, and physical safeguards designed to protect confidential information and will limit access to authorized employees and third-party service providers bound by confidentiality obligations. Confidential information excludes information that is publicly available, already known to the receiving party prior to disclosure, independently developed, or rightfully received from a third party without restriction. We may use de-identified or aggregated information for research and service improvement. For short runway assessments we may request minimal financial inputs; clients control which data to provide. If regulatory or legal processes require disclosure, we will notify the client where permitted and take reasonable steps to limit disclosure. Specific confidentiality obligations and any exceptions will be set out in a written agreement when required.
Intellectual Property and Use of Deliverables
All methodologies, templates, tools, and materials developed by Cleartrailroad in connection with an engagement remain our intellectual property unless otherwise agreed in writing. Upon payment of all fees due, clients receive a limited, non-exclusive license to use deliverables for internal business purposes. Clients may not distribute, resell, or transfer deliverables to third parties without a written license agreement. Where we incorporate third-party software or content, licensing and usage rules for that third-party material apply. Cleartrailroad may anonymize and reuse non-identifiable deliverables for internal training and product improvement. If clients require broader ownership or rights, those terms must be negotiated and documented in the engagement agreement, including any additional fees or royalty arrangements necessary to grant such rights.
Limitation of Liability and Disclaimers
To the fullest extent permitted by law, Cleartrailroad’s liability for claims arising out of or relating to these Terms, an engagement, or our services, whether in contract, tort, negligence, or otherwise, is limited to the total fees paid by the client to Cleartrailroad under the applicable engagement during the twelve months preceding the event giving rise to the claim. We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if advised of the possibility of such damages. While we strive to provide accurate forecasts and practical recommendations, no prediction or plan can guarantee a specific financial outcome. Clients are responsible for implementation decisions, and results depend on many factors outside Cleartrailroad’s control. This limitation is a material basis of the bargain between the parties and allocates risk accordingly.
Indemnification and Insurance
Clients agree to indemnify and hold Cleartrailroad, its officers, employees, and agents harmless from claims, liabilities, losses, and expenses arising from the client’s breach of these Terms, misuse of deliverables, or failure to provide accurate information. Cleartrailroad maintains professional liability insurance appropriate for the advisory services provided. Specific insurance requirements for long-term embedded engagements may be agreed in writing as part of the engagement documentation.
Termination and Survival
Either party may terminate an engagement for material breach if the other party fails to cure within a reasonable period after written notice. On termination, the client will pay for work performed to the termination date and for any non-cancellable commitments. Sections addressing confidentiality, intellectual property, limitation of liability, indemnification, and payment obligations survive termination or expiration of the engagement. Termination does not relieve either party of liabilities accrued prior to termination or obligations expressly stated to survive.
Governing Law and Dispute Resolution
These Terms and any disputes arising out of an engagement are governed by the laws of the State of California, USA, without regard to choice-of-law rules. Parties will first seek to resolve disputes through good-faith negotiations. If negotiations fail, disputes shall be resolved in state or federal courts located in San Francisco County, California, unless the parties agree to arbitration in writing. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect confidential information or intellectual property rights.
Changes to these Terms and Contact Information
Cleartrailroad may update these Terms from time to time. Material changes will be posted on this page with an updated effective date. Continued use of our services after publication of updated Terms constitutes acceptance. For questions about these Terms, to request copies of engagement documents, or to exercise privacy rights, contact Cleartrailroad at the address below. Corporate contact details are listed in our footer and on the Privacy Policy page.
Cleartrailroad Inc.201 Market St, Suite 400
San Francisco, CA 94105
Phone: +1 (415) 222-0147
Email: [email protected]